-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L28oziGguagw4yeTQyCNcRQTaOBCTx5B9N8otn/8PJlrTLfZvUB/m+fzqrmXRAwK FyXQSCDHDIwQDQ/ay5LBSQ== 0001140361-07-017127.txt : 20070822 0001140361-07-017127.hdr.sgml : 20070822 20070822190229 ACCESSION NUMBER: 0001140361-07-017127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070820 FILED AS OF DATE: 20070822 DATE AS OF CHANGE: 20070822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXTERRAN HOLDINGS INC. CENTRAL INDEX KEY: 0001389050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 713-335-7000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: Iliad Holdings, INC DATE OF NAME CHANGE: 20070206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JACKSON JOHN EARL CENTRAL INDEX KEY: 0001236849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33666 FILM NUMBER: 071074141 MAIL ADDRESS: STREET 1: 12001 NORTH HOUSTON ROSSLYN CITY: HOUSTON STATE: TX ZIP: 77086 4 1 doc1.xml FORM 4 X0202 4 2007-08-20 0 0001389050 EXTERRAN HOLDINGS INC. EXH 0001236849 JACKSON JOHN EARL 4444 BRITTMOORE HOUSTON TX 77041 1 0 0 0 Common Stock 2007-08-20 4 A 0 126666 A 126666 D Common Stock 2007-08-21 4 F 0 29436 79.45 D 97230 D Common Stock 2007-08-21 4 M 0 16250 43.01 A 113480 D Common Stock 2007-08-21 4 S 0 24375 79.40 D 64730 D CommonStock 2007-08-21 4 S 0 24375 80.11 D 89105 D Common Stock 2007-08-20 4 A 0 48 A 48 I 401(k) Plan Employee Stock Option (Right to Buy) 43.01 2007-08-21 4 M 0 16250 0 D 2012-01-22 Common Stock 16250 0 D Employee Stock Option (Right to Buy) 44.76 2007-08-20 4 A 0 16250 0 A 2012-05-14 Common Stock 16250 16250 D Employee Stock Option (Right to Buy) 30.18 2007-08-20 4 A 0 13000 0 A 2012-12-10 Common Stock 13000 13000 D Employee Stock Option (Right to Buy) 35.16 2007-08-20 4 A 0 12321 0 A 2013-07-16 Common Stock 12321 12321 D Employee Stock Option (Right to Buy) 36.86 2007-08-20 4 A 0 9750 0 A 2015-07-08 Common Stock 9750 9750 D The right to receive these shares of common stock was acquired pursuant to the Agreement and Plan of Merger, dated February 5, 2007, as amended, among Universal Compression Holdings, Inc. (?Universal?), Iliad Holdings, Inc. (now known as Exterran Holdings, Inc. (?Exterran?)), Ulysses Sub, Inc., a wholly owned subsidiary of Exterran, Hector Sub, Inc., a wholly owned subsidiary of Exterran, and Hanover Compressor Company (?Hanover?) (the ?Merger Agreement?). As a result of the mergers contemplated by the Merger Agreement, Universal and Hanover became wholly owned subsidiaries of Exterran and the reporting person has the right to receive 0.325 shares of Exterran common stock for each share of Hanover common stock and the right to receive cash for any fractional share the reporting person otherwise would receive pursuant to the mergers. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 7, 2007 in order to sell a sufficient number of shares in the open market to provide funds to pay the tax obligation associated with the vesting of the reporting person?s restricted stock on the effective date of the Mergers. This option exercise was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 7, 2007 consisting of 16,250 options granted at $43.01. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 7, 2007 to sell 8,125 shares acquired through the exercise of options granted at $43.01 and 16,250 shares of common stock if Exterran?s common stock reached a trading price of $76.92. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 7, 2007 to sell 8,125 shares acquired through the exercise of options granted at $43.01 and 16,250 shares of common stock if Exterran?s common stock reached a trading price of $80. Shares purchased through Hanover?s 401(k) Plan will be converted to Exterran common stock including any fractional share resulting from the conversion. Pursuant to the Merger Agreement, each outstanding and unvested stock option of the reporting person granted under the Hanover equity incentive plans became fully vested and any outstanding Hanover stock option will convert to an option to acquire Exterran common stock, on the same terms and conditions as were applicable under that Hanover stock option, at an exchange rate of 0.325 to 1 (rounded to the nearest whole share) and at a price per share equal to the price per share under the Hanover option divided by 0.325 (rounded down to nearest whole cent). Options are fully vested. Susan G. Miller, Attorney-in-fact 2007-08-22 -----END PRIVACY-ENHANCED MESSAGE-----